1. President. The president shall be the principal executive officer of the Conference and shall preside at all council, annual business, and membership meetings, including special meetings of the membership as deemed necessary, unless the president, in the absence of the vice-president, shall designate another person to preside. The president shall prepare the agenda and provide written notices of meetings. The president shall in general supervise and control all business of the Conference, as prescribed by council, and shall conduct official correspondence, sign any documents as authorized, appoint or terminate special committees, task forces, and working groups when authorized by council, serve as ex-officio member of all standing committees except the nominating committee, keep the officers and council fully apprised of matters concerning the Conference, and perform all duties usually associated with the office and as enumerated in the parliamentary authority and such other duties as prescribed by council from time to time, except when specified otherwise in these bylaws.

2. Vice-President. The vice-president shall act as the assistant to the president and shall, in the absence of the president, be the presiding officer at council and membership meetings. In the event of a vacancy in the office of president, the vice-president shall succeed to the office for the unexpired term. In the event of the temporary incapacity of the president to act, as determined by a two-thirds vote of council, the vice-president shall fill the office of president until the president is able to resume office. When the vice-president has succeeded to or is filling the office of president under this section, and is so acting, the vice-president shall have all the powers and be subject to all the restrictions upon the president. The vice-president may sign any documents as authorized, and shall act as liaison and advisor to the program and local arrangements committees and other committees and service providers, as appropriate, including oversight of planning and arrangements for semi-annual meetings; and act as liaison concerning Conference publications and with the public information officer and with other committees, as appropriate. The vice-president shall perform such other duties as may be assigned by the president or council.

3. Secretary. The secretary is the recording officer of the Conference and custodian of those records not specifically assigned to other officers. The secretary or council-approved designee shall maintain the minutes of council and membership meetings, committee reports, and other official files of the Conference; oversee the official membership records and publications fulfillment; act as liaison with the membership committee; and prepare written reports and summaries for council and Conference members as appropriate.

4. Treasurer. The treasurer or council-approved designee shall prepare and monitor the Conference’s annual budget. The treasurer shall oversee bookkeeping and accounting activities, the completion of tax forms and other financial documents, prepare written and oral reports for council and the annual membership meeting, and facilitate long-term financial planning. In the event of the temporary incapacity of the treasurer to act, the treasurer may be temporarily removed by a two-thirds vote of council and temporarily replaced by a member designated by council. In the event of misconduct on the part of the treasurer, the treasurer may be temporarily removed from office by a two-thirds vote of council and permanently removed by the voting membership at a special meeting called for the purpose of such removal.

5. Council. The council shall have the power to conduct the business of the Conference between annual business meetings and to delegate authority as is not otherwise set forth in these bylaws.

6. Executive Committee. The council shall be authorized to create an executive committee composed of the president, vice president, secretary, and treasurer. The president shall serve as chair of the executive committee and shall call the committee into session. The executive committee shall act for the council in conducting the affairs of the Conference between meetings of the council and shall provide timely communication and consultation with the council between meetings. Executive committee actions shall be included in council minutes.

7. Procedures. Procedures and duties of officers, council, and executive committee members, and guidelines for executive and standing committees shall be prepared and filed with the secretary and be available to any member upon request. Any substantive changes shall be made available in writing to the membership.

II. TERMS OF OFFICE OF OFFICERS

The officers of the Conference shall be elected by the voting membership for terms of two (2) years each; they shall take office immediately after the annual business meeting and shall serve until their successors take office. (The president and secretary shall be elected in odd-numbered years and the vice-president and treasurer in even-numbered years, except for the first election.) No member shall hold more than one office at a time, and no officer may serve more than one (1) full consecutive term except in the cases of the secretary and treasurer who may serve up to two (2) consecutive terms. In case of a vacancy in the presidency, the vice-president shall assume that office and hold it for the remainder of the unexpired term. In case of a vacancy in the position of vice-president, secretary or treasurer, the council shall appoint a replacement to serve until the next election.

III. TERMS OF OFFICE OF COUNCIL MEMBERS (EXCLUDING OFFICERS)

Council members shall be elected from the voting membership for staggered terms of three (3) years and shall take office immediately after the annual business meeting. The five (5) members of the council shall be ineligible to succeed themselves, except those appointed to fill unexpired terms.

IV. NOMINATION, ELECTION, AND REMOVAL OF OFFICERS AND COUNCIL MEMBERS

1. There shall be a nominating committee composed of three (3) voting members, two (2) of whom shall be elected by the voting membership by ballot, and the president shall appoint the third member who shall be the chairperson. This committee shall consult the membership for suggestions, shall nominate at least two (2) candidates for each office consistent with bylaws requirements, and shall promulgate its report to the membership by the first day of February immediately preceding the annual business meeting, in accordance with the nominating committee guidelines, and include nominations by petition in said report.

2. In addition to the candidates nominated by the nominating committee, a candidate may be nominated for office, consistent with the bylaws requirements, by a petition signed by forty (40) voting members and received by the nominating committee by the fifteenth day of November immediately preceding the annual business meeting.

3. Officers, council members, and two (2) nominating committee members shall be elected by a majority of the voting membership. The ballot shall accompany the nominating committee's report that is sent to all members. Council shall determine the deadline for voting. The president shall appoint two (2) voting tellers who shall certify and report the results to the annual business meeting of the Conference.

4. The nominating committee's nominations shall take precedence over nominations by petition in regard to the provisions of bylaws in Article IV, Section 2.

5. A candidate shall be considered elected when one of only two (2) candidates for an office shall receive a majority of the legal votes cast for the office and when one of more than two (2) candidates for an office shall receive a plurality of the legal votes cast for the office. All ties which affect the outcome of an election shall be resolved by a runoff election at the annual business meeting, where a candidate shall be considered elected when one of only two (2) candidates shall receive a majority of the legal votes cast or one of more than two (2) candidates shall receive a plurality of the legal votes cast.

6. Removal of Officers and Council Members. An officer of the Conference or a member of council may be permanently removed from office only by the voting membership at a special meeting called in accordance with the procedures set forth in Article VI, Section 2, for the purpose of removal. Written notice of the place, day, and hour of such special meetings shall be distributed to the membership at least forty-five (45) days in advance. The meeting notice must state that the purpose or one of the purposes, of the meeting is removal of the officer or member of council. A quorum of voting members must be present and the vote to remove must constitute two-thirds of the voting members present and voting.

V. COMMITTEES AND APPOINTED POSITIONS

1. Standing Committees. The Conference shall maintain the following standing committees, which shall work in conjunction with the council to carry out the business of the Conference: a membership committee, a nominating committee, a teller committee, and local arrangements and program committees as needed for each meeting/symposium of the Conference, and such others as the council deems necessary. The membership of standing committees and the lengths of term they serve shall be determined in accordance with the current guidelines for those committees which have been approved by council, and published by the Conference. The president shall be an ex-officio member of all standing committees except the nominating committee.

2. Special Committees. Special committees, task forces, or working groups shall be created when the need arises and in the same manner as standing committees. Members shall serve until their business is completed or until such special committees, task forces, or working groups are dissolved by council. Members of each special committee, task force, or working group authorized by council shall be appointed by the president for a specified period of service, provided with a specific written charge, and given a date by which a final report or recommendations for action must be submitted to council.

3. Appointed Positions. Special officer positions shall be created when the need arises and in the same manner as standing committees. The position shall be authorized by council and the officer appointed by the president. Each officer shall be an ex-officio, non-voting member of council. The duties of the position and the length of term of the office shall be determined in accordance with the current guidelines for that position which have been approved by council, and published by the Conference.

4. Membership Rosters. Current membership rosters for standing committees, special committees, task forces, and working groups shall be made available to the Conference membership.

VI. MEETINGS

1. Annual Business Meeting. The annual business meeting of the Conference shall be held in the spring of each year for the purpose of installing officers and council members, and nominating committee members, and conducting such other business as may be brought before the meeting. Written notice of the day and hour of the annual business meeting shall be distributed to the membership at least forty-five (45) days before the date of the meeting.

2. Special Meetings. Special meetings of the Conference for any purpose or purposes, unless otherwise proscribed by statute, shall be called by the president, upon approval of the council, or at the written request of one-fourth (1/4) of the voting membership, or fifty (50) voting members, whichever is the smallest number. These meetings may be called for the purpose of conducting special business or may consist of special workshops focusing on specific subject(s), but agenda items and action taken shall be limited to transacting the specific special business for which the meeting or workshop was called. Written notice of the place, day, and hour of, and specific business to be transacted at such special meetings shall be distributed to the membership at least forty-five (45) days in advance.

3. Council Meetings. The council shall meet not less than once per year. Special meetings of the council may be called by the president or by any three (3) members of council by filing a written request with the president. Each council member shall be notified by the secretary at least three (3) business days in advance as to the time and place of such special meeting, and the purpose of the special meeting. The requirement of advance notice shall not apply to action without a meeting as set forth in Article VI, Section 4. At least five (5) council members, one of whom shall be the Conference president or vice-president, present, either physically or by teleconference or videoconference, and entitled to vote shall constitute a quorum at a council meeting. A majority of the legal votes cast shall be required to take action unless otherwise specified.

4. Action Without a Meeting. Any action required or permitted to be taken at a council meeting may be taken without a meeting if requested by the president or by four (4) council members. The action must be evidenced by a written consent describing the action voted upon or taken, recorded in the minutes, and published to the membership before the next business meeting. Action taken under this section is effective when the last voting council member submits a vote to the secretary, unless the consent specifies a different effective date. A vote under this section has the effect of a meeting vote. The minutes shall also reflect that all council members were contacted, a statement of the absence or unavailability of any council members who do not vote, and the vote tally. Written notice and full description of the action taken must be distributed to all council members (including those unavailable at the time of the vote) within one week of the action taken.

VII. PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of The Standard Code of Parliamentary Procedure shall govern the Conference in all cases to which they are applicable, and in which they are not inconsistent with the bylaws of this Conference.

Approved by Midwest Archives Conference Council, November 29, 2011. As amended by membership vote, April 25, 2014 and May 8, 2015.